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R.M.I. Logistic Services

General provisions

These general conditions shall apply to all offers made, services rendered, agreements concluded by RMI and the legal acts and actual deeds done to perform all this or in that connection (hereinafter jointly called: "agreement"). "RMI" shall be understood to be:

R.M.I. Food Logistics B.V.;

R.M.I. Chemical Logistics B.V.;

R.M.I. Flexitanks B.V.;

all companies doing business under the name of R.M.I. Global Logistic Services; and

all other companies that are members of the RMI Group, including the enterprises affiliated and/or associated with these companies, both in the Netherlands and outside it.

In the event of discrepancies(s) between these general conditions on the one hand and general conditions declared specifically applicable to its actions by an RMI company on the other hand, the last-mentioned general specific conditions shall prevail.

Unless something else has explicitly been agreed differently in writing, applicability of general conditions used by the client shall be excluded.

The annulment or voidness of any provision of these conditions shall leave intact the validity of the other provisions.

All RMI's offers shall be without engagement and may be revoked without any formal requirement, even after their acceptance by the client. Revocation after the client's acceptance will have to be made immediately, however.

Any amendment or supplementation of the agreement shall only bind RMI after its written confirmation by RMI.

Performance of the agreement​

RMI shall be free in the manner of performance of the agreement unless RMI has accepted specific instructions on the subject from the client. In so far as possible the client's wishes in connection with the time or duration of the performance shall be taken into account but no guarantee shall be given by RMI on the subject.

In the event of temporary force majeure the agreement shall remain in force but RMI's obligations shall be suspended for the duration of the force majeure, without prejudice to RMI's right to dissolve the agreement and to charge the client for the work that has been done before dissolution. All the costs that arise as a result of the force majeure shall be for the client's account. "Force majeure" shall inter alia include circumstances that prevent the observance of the commitment and cannot be blamed on RMI. This shall at any rate include strikes, disease(s), lack of raw materials, stagnation at ancillary suppliers, boycott of RMI or its ancillary suppliers, transport problems, acts and/or delays of third parties engaged by RMI, unsuitability of goods that RMI uses in the performance of the Agreement, breakdown of machines and/or tools, government measures and/or measures from any permit to be obtained from the authorities, import, export or transport prohibitions, insurrection, fire, floods, natural or nuclear disasters, (threats of) war situations etc.

Unless something else has been agreed in writing, RMI shall be entitled to use auxiliary persons in the performance of the agreement. If claims are brought against subordinates or auxiliary persons outside an agreement with regard to work for which they were used by RMI, it is hereby stipulated for their benefit that they may rely on all stipulations included in these conditions and others to which reference will be made below about exclusion or limitation of liability.

Only after an explicit written order for the purpose shall RMI take out some form of insurance. This shall be done at the expense and for account of the client. The risks to be insured must be clearly stated in that connection. If RMI has taken out an insurance in its own name, RMI shall be obliged - on request - to transfer its claims on the insurer to the client. RMI shall not be responsible for the choice of the insurer and that insurer's solvency.

Obligations of the client

Subject to the provisions in the law or treaty or convention the client shall at any rate be obliged:

to ensure that the goods in respect of which RMI has any order are available at the agreed place and time;

to give RMI all those statements in time about the goods and also about their handling of which the client knows or should know that they are important to RMI; the client shall guarantee the correctness of the particulars supplied by it;

to guarantee the due presence of the documents that are necessary for the performance of the agreement, except in so far as it was agreed in writing that RMI would see to these documents;

in connection with dangerous goods to give RMI a written statement in time concerning the regulations that must be observed and (possibly) applicable legislation and/or other government schemes;

to ensure that the goods, taking into consideration the intended method of transport and handling are properly and adequately packed.

If the cargo is to be loaded from a storage tank, the client must ensure that the cargo has been inspected prior to loading. Any defects to the cargo caused before the loading from the storage tank and also after unloading into the storage tank shall be at the expense and risk of the client.
Any damage and/or expenses following from inaccuracies in the information coming from the client or his auxiliary person in connection with the location where and the storage tank from which loading is done or into which loading must be done shall be at the expense and risk of the client.

Unless something else has explicitly been agreed in writing, the loading and/or unloading of goods shall be at the expense and risk of the client irrespective of any involvement of RMI and/or (an employee of) an auxiliary person of RMI during loading and/or unloading. Any remarks and/or notes about the nature, quantity, quality or weight shall not bind RMI.

If the client fails to fulfill the obligations mentioned in article 3.1 it shall be obliged to compensate RMI for the damage that the latter suffers as a result of this.

Goods entrusted to RMI that could produce a danger may be unloaded, destroyed or otherwise rendered harmless by RMI at any time and at any place at the expense and risk of the client.

The client shall be liable to RMI for all damage and expenses caused by goods entrusted by it to RMI or material made available by it to RMI.

The client shall be obliged to indemnify RMI or its subordinates or auxiliary persons on first demand if any claim is brought against RMI or its subordinates or auxiliary persons with regard to damage or any other financial disadvantage relating to the performance of the agreement.

The client shall always be obliged to compensate RMI for any amounts to be claimed or to be claimed additionally from RMI or an auxiliary person engaged by it by any authority or other agency in connection with the agreement and also any fines imposed in that connection, irrespective of whether the claim or additional claim is the result of a shortcoming imputable to RMI concerning its obligations on the strength of this agreement. On RMI's first demand the client shall be obliged to provide security for whatever RMI owes or may come to owe in that matter.

Applicable conditions

Depending on the nature of the agreement RMI's work shall be governed by the general conditions mentioned under article 4.7 and 4.8 that are customary in the relevant branch and of which a copy will be sent on request. Moreover these general conditions of RMI shall apply in so far as they do not conflict with the general conditions mentioned in the preceding sentence of this article.

If RMI acts on the strength of a contract of carriage accepted by it and with regard to the relevant carriage RMI has issued a transport document that bears its name, the transport conditions mentioned in that transport document shall apply and these general conditions by way of supplement. If no transport document has been issued, all transport documents shall be governed by these general conditions in so far as they are not contrary to any provision of coercive law.

If RMI acts on the strength of a transport order accepted by it, in which the carriage is to be made by sea and/or inland waterways, and no transport document has been issued by RMI with regard to that carriage, the Hague Visby Rules shall apply, on the understanding that:

any liability of RMI for damage caused prior to the loading and after the unloading of the cargo from the ship shall be excluded and

any liability of RMI for damage arisen from delay shall be excluded.

If RMI acts on the strength of a transport order accepted by it, in which the carriage is to be made by rail and no transport document has been issued with regard to that carriage, the CIM/COTIF shall apply, on the understanding that all liability of RMI for damage caused by delay shall be excluded.

If RMI acts on the strength of a transport order accepted by it, in which the carriage is to be made by road and the place of receipt of the goods and the place intended for delivery, as indicated in the agreement, are located in two different countries, this shall be governed by Convention on the Contract for the International Carriage of Goods by Road (CMR).

In so far as necessary in deviation from the above article 10 - in respect of applicable law and competent court - of these general conditions shall apply to all cases.

If RMI acts in the capacity of depository, the Dutch Storage Condition, filed at the court registry of the District Court of Rotterdam on 15 November 1995 shall be applicable.

If RMI acts in the capacity of forwarding agent, the Dutch Forwarding Conditions, filed at the court registry of the District Courts of Rotterdam, Amsterdam, Arnhem, Breda on 1 July 2004 shall be applicable.
Acting as a forwarding agent shall not only be having goods carried for account of the client by third parties, but all work that a forwarding agent does, such as but not limited to the fulfillment of customs formalities in the widest sense of the word.

If and in so far as work to which the liability relates could have been done in several capacities or uncertainty should exit on the subject, it shall be at RMI's choice to determine which of the above-mentioned then qualifying general conditions shall apply. If the occasion arises, RMI shall also inform the client with all due speed on the subject, on the latter's explicit written desire.

Liability

RMI shall only be liable if and in so far as liability follows from the law or a treaty under coercive law or follows from the general conditions that apply to the work to which the liability relates or follows from these general conditions, this irrespective of whether this liability is based on agreement or wrongful act.

If the consignee/addressee takes receipt of the goods without first having determined their condition or without having brought written reservations to RMI's knowledge, at the latest when taking receipt of them in the event of visible losses or instances of damage or at the latest within 24 hours after receipt in the event of non-visible losses or instances damage, it shall be deemed to have received the goods in the condition as described in the transport document bar evidence to the contrary.

RMI shall never be liable for lost profit, consequential loss (which shall at any rate include trading loss, loss as a result of business stagnation, loss of income), immaterial damage and injury or for damage as a result of delay.

Anyone who is present at sites, in sheds, means of transport, or in any other place of RMI where the work is performed, shall be there with everything that he has with him at his own risk and must strictly observe the prescriptions and/or instructions given and/or to be given by the authorities and by RMI.

RMI's liability shall be limited in all cases to 7,500 SDR per event or series of event with the same cause of damage, on the understanding that in the event of damage, depreciation or loss of the goods included in the order the liability shall be limited to 4 SDR per kg of damaged or lost weight with a maximum of 2,000 SDR per consignment, all this except in so far as the damage has arisen from RMI's own acts or omissions - which shall only be the management board or managers inside RMI - occurring either with the intent to cause that damage or recklessly and with the knowledge that the said damage would probably result from that.

Prices​

RMI's prices are based on the rates, wages and the like that apply to the time of conclusion of the agreement. In the event of an increase of one or more cost-price factors taking effect afterwards RMI shall be entitled to raise the original price accordingly.

Payment

Unless something else has been agreed, payment must be made into RMI’s bank and/or giro account upon receipt of invoice but no later than on the day of delivery or, if deviating, within the number of days mentioned on the invoice. The day of payment shall be the day of receipt in cash or the day of payment into one of the account numbers mentioned on the invoice. The Buyer must pay the invoiced amounts without discount or deduction and shall not be empowered to rely on set-off or suspension.

In the event of late payment the client shall be in default by operation of the law without any notice of default being required for the purpose. With effect from the day following the one on which the payment term expires the client shall owe an interest of 1.5% a month, including part of a month, on the outstanding amount.

If the client is in default all the damage and expenses, both judicial and extrajudicial, relating to the collection shall furthermore be for his account after written notice of default. The extrajudicial collecting charges on the amount due shall be fixed at 15% of the principal amount, this with a minimum of EUR 250.00.

RMI shall always be entitled to desire from the client payment in advance or sufficient security for the fulfillment of its obligations. If the client does not immediately comply with a request for the purpose, RMI shall be entitled to suspend or terminate its work.

Set-off or suspension of payment of invoices in respect of RMI, on any ground whatsoever, shall not be permitted.

Right of retention and pledge

RMI shall be entitled to retain goods, documents and moneys of the client at the latter's expense and risk until its claims on the client, for any reason whatsoever, have been paid in full.

All the goods, documents and moneys that, for any reason whatsoever, RMI has in its possession or will get into its possession shall serve it as security for the claims that RMI has and/or will get against the client.

The client shall never be entitled to the powers mentioned in article 8.1 and 8.2.

Limitation period and lapse

With observance of the matters provided in the relevant provisions of the general conditions mentioned in article 4.7 and .4.8 on the subject, all the client's claims on compensation on the strength of this agreement or for any other reason whatsoever shall lapse by the mere expiry of one year, which period shall start to run on the day following the day on which the damage was caused.

Applicable law and competent court

The agreement and all further agreements that should result there from shall be governed by Dutch law.

The District Court of Rotterdam shall have exclusive jurisdiction to take cognizance of all the conflicts between the client and RMI.

Language

These Conditions have been drawn up in the Dutch, English and Spanish languages. In the event of discrepancies among the Conditions drawn up in the different languages, the English text shall prevail.​